Ghosts
by BenXGwen Lightning Warrior
Summary: Ben still has nightmares of Xenon. All Hallows Eve approaches, and Hex plans to use the Mystic Imbalance of that night in conjunction a Cetic artifact called the "Eyes of Nemain" to break the boy and as an added bonus kill his upstart of a cousin. Will Ben and Gwen be able to break this plot? Will Ben FINALLY face his fears and tell Gwen why Xenon terrified him? (I own nothing.)


**Author's Note:** I thought I'd try my hand at Halloween Bwen fic, so please be nice. This is my first attempt at a Halloween Story.

Ghosts

Ben tossed and turned in his bed as dry lightning crashed across the sky outside. The brunette looked sweaty and shocked under his covers as he gripped them tight enough for weight spots of poor circulation to be visible on his hands. Ben's face twitched and scrunched up in pain. His brows danced in a myriad of expression: fear, anger, and sadness all were at war on Ben's face as he struggled with nocturnal phantoms. Ben's face settled in rage as he started beating the mattress with all his might. Tears streamed down Ben's troubled face as he started frantically beating the mattress. His mouth formed a single word over and over as the boy struggled with his terror: Gwen!

"NO!" Ben yelled at the top of his lungs as he started to struggle harder in his sleep.

Carl and Sandra ran into the room at Ben's scream. Sandra ran up to her son and tried to hold him. A low growl rumbled in Ben's throat. Carl ran to his wife and quickly took her away from Ben. Not a moment too late because Ben grabbed where Sandra's arm would have been and made a motion to Judo flip the ghost in his mind. Ben opened his eyes and glared in Sandra's direction. Then, he broke down and started sobbing.

"She's gone, Tetrax!" Ben said quietly before he was lost in sobs

Carl looked at his son. "Ben," the man said as he approached. Ben blinked and came to himself at his father's touch. The boy looked at his father with terror in his eyes. Carl didn't speak and held his son gently as Sandra just looked on stunned. Her ten year old son just had a full blown PTSD episode! _What the hell did you do to Ben on that trip, Max?!_ Sandra asked herself in anger.

Once Ben had calmed down enough, father looked at his son. "Do you want to-?"

Ben looked at his dad in panic and cut Carl off. "No, Dad!" Ben seemed to realize his mistake instantly. "I mean, it's still too fresh. I just can't talk about Xenon…" A shiver ran down Ben's spine at the name. "…right now."

Carl nodded. "I'm here if you need to talk, Ben."

Ben nodded and looked at the clock on his nightstand as Carl and Sandra left the room. _5:30…I might as well start getting ready for school._ Ben thought as he got up and began to prepare for the school day. _I hope Gwen is there today._ Ben sighed as a small voice in the back of his mind spoke. _Tell her._ It said. Ben shook the thought away. He couldn't. She would reject him, and Ben would rather be her friend than her boyfriend if it meant he got to spend time with her. Ben sighed and spent the extra time he had thanks to his early wake up to run through his homework and check it one last time.

When that was done, Ben started walking to school. A part of him wanted to use XLR8 to get the school almost instantly, but Xenon taught Ben to respect the Omnitrix. The morning jogs to school in the early chill did wonders to wake up Ben's mind. As he walked, Ben felt something was off. It was a vague pinprick in the back of his mind that something bad was going to happen.

When he got to school and saw Gwen, Ben noticed she looked as if she hadn't slept too well. The boy walked up the redhead and looked at her. Her green eyes were marred by a restlessness on he could notice.

"What is it?" Ben asked with a worried look as he fought the urge to hold her hand and squeeze it to comfort her.

"All Hallows' Eve is not the best time for Magic users." Gwen told him. "The barrier between Life and Death is perilously thin on that night."

Ben shivered. "So, we're just going to have to be extra careful tonight." Ben said as he squeezed her hand.

Gwen looked at Ben with a confused expression. "'We'?" She asked with a slight grin.

Ben looked her in the eyes. "Hex and Charmcaster are too powerful for you to take on alone, Dweeb." He told her. "…and the way you're talking, their powers will be amped up tonight while yours will take a hit."

Gwen looked at Ben in surprise. "Why do you care, Doofus?" She asked. "You don't like Magic."

Ben lightly gripped her shoulders. "I CAN'T LOSE YOU AGAIN!" He screamed as tears stood in his eyes.

Gwen only stared at Ben in shock at his outburst. When she opened her mouth to speak and ask Ben to talk to her, the boy was gone. _Ben, what happened to you?_ Gwen thought in worry.

The school day passed slowly for Ben and Gwen. Ben tried his hardest to distract himself from the worries of Halloween Night, but it proved to be of little good to him as the day wore on. When the bell rang without incident at the end of the day, Ben breathed a sigh of relief but didn't let his guard down.

Unknown to Ben and concealed with a powerful cloaking spell, Hex and Charmcaster watched their prey with the eyes of a hungry predator. Hex laughed as he felt the dark nightmare of his target roll through him courtesy of the jeweled artifact in his left hand.

"Our effort seems to be quite successful." Hex said to his niece as he looked up from the two sapphires set in gold in such a way that the gold seemed to be the whites of ancient sapphire eyes.

"Yes, it was." The white haired sorceress agreed. "We'll be ready for round two tonight."

"Excellent! Tonight is All Hallows Eve when the power of The Eyes of Nemain will be at its strongest. Then, we will strike, my dear niece and make his nightmares come true with the death of his beloved cousin." He said, leaving the girl alone with her thoughts and the instrument of the Tennysons undoing: a small Celtic relic no bigger than the palm of one's hand.

"Yes uncle." she agreed. As he left, the white-haired sorceress couldn't help but think of her rival. _I guess I should have seen this_. She thought to herself. _For all of their bickering and insults they just seem connected._ _Charmcaster shuddered when she touched the Eyes when Ben was in the grip of his nightmare._ _Then the revelation of how deep Ben's love for Gwen goes_ … _The terror that boy felt made Charmcaster want to lament her part in the boy's torment, and surprisingly,_ Charmcaster found herself feeling a little jealous, wishing someone cared that deeply for her. _Who would be tortured at the thought of MY death?_ She thought woefully.

Ben couldn't shake a bad feeling as he walked home. Hex and Charmcaster would be absolutely brain dead not to capitalize on the mystical imbalance of All Hallows Eve. As such, Ben promised himself he would ask to sleepover with Gwen. As Ben walked into the house, however, his mind went completely numb at the sight before him. There was Gwen in her Lucky Girl costume, but she also wore fake whiskers, a set of costume cat ears, and a synthetic tail to complete the look.

"What are you doing, Gwen?" Ben asked with a raised eyebrow at Gwen's costume.

Gwen smiled at him. "Why can't we have fun? It was Mom's idea." She said with a look. "You'll be with me all night." Gwen whispered into Ben's ear with a smile. Her words only served to calm Ben's nerves about the night slightly. "Besides, if we stay in tonight, it could throw up suspicion."

Ben reluctantly nodded. "Alright, but seriously, Dweeb, why are you a cat version of Lucky Girl?"

Gwen blushed, "I told Mom I was going Trick or Treating with a boy from school, and she suggested it."

Ben blushed at the thought of Aunt Lily unknowingly giving Gwen advice about him. _She does look cute as a cat._ Ben thought as he smiled at her.

"What are you going as, Doofus?" Gwen asked as she walked over to him and smiled at him in a way that seemed to pull the answer from him.

Ben gulped and started fiddling with the Omnitrix to calm his nerves. "I haven't thought of anything yet to dress as."

Gwen glared at Ben. "You better not be thinking what I think you're thinking!" Gwen admonished strongly as she eyes the Omnitrix knowingly.

Ben's eyes widened at the thought. "I would never…" Ben's rebuttal ceased as he went to his knees. A mix between a growl and groan rumbled in his throat.

Carl ran down into the living room at the familiar sound. His eyes widened in momentary shock as Ben's other half of his genes finally made an appearance. The man expected Gwen and Ben to be terrified at the changes, but he quickly disregarded that assumption when he remembered the Alien Warlord he met at the beginning of school.

"Benwolf?!" Ben asked as he walked over to the mirror and saw the creature that stared back at him with his own green eyes. "I didn't even touch the Omnitrix!"

Gwen walked over and put an arm on his furry shoulder before she looked down and saw the Omnitrix still on Ben's wrist and untouched. "At least, you have a costume now." She said with a smile as she tried to calm his confusion as well as her own.

Carl cleared his throat as Gwen's lips inched closely to Ben's muzzle. "When you kids get back, we need to talk."

Ben and Gwen looked at each other and shared a momentary blush along with a look that screamed "We're dead!" When Carl waved them on the kids gave him one last unsure look before he again shooed them away with a wave of his hand.

"We'll talk when you two get back." Carl promised as he smiled at the children and saw them out the door as Gwen lashed her hand through Ben's.

Ben felt an instantaneous change in the atmosphere as he left the house. It went from happy to horribly depressive in a matter of nanoseconds. The hackles on the back of Ben's neck began to rise as he sniffed the air, wet with humidity as a fog bank rolled in around him. Ben's muscles tensed because he was sure a villain would jump out of the fog and attack him and Gwen.

 _Gwen!_ At that moment, Ben became truly panicked. He looked through the fog and couldn't see her. As the seconds ticked by, Ben's anxiety grew. "Gwen!" Ben called. No answer came. Then, the fog began to lift. Ben saw he was in a metal room with vines all over the walls. It only took Ben a second to realize, _Xenon! No, this can't be real!_ Ben's mind screamed. Ben took a moment and saw his human hands instead of the hands of Benwolf. _Odd…_ was the only response Ben could manage before his body looked back just in time to see Gwen push him out of the path of a ferocious Florauna. Ben stared, frozen in shock as he watched the creature tear Gwen asunder before his eyes!

Tears came. Ben didn't try to stop them and wept for losing Gwen again. As his mind flushed all other emotions from his mind besides bitter sadness, Ben sniffed unconsciously. The rank smell of sulfur filled Ben's nose. _Dark Magic…_ Ben's mind identified instantly. Ben closed his eyes and focused. Looking beyond sight, Ben gripped Gwen's hand through the dark invisible chains of the Eyes.

Ben squeezed Gwen's hand and breathed deeply. "Gwen, I love you," he confessed softly to the unseen girl. "That's why Xenon terrified me. I came so close to losing you without the chance to tell you." Ben opened his eyes as the spell lifted and saw him and Gwen standing in the street of their neighborhood.

Gwen glared at Hex and was about to lay into him with pint up anger but stopped when she saw Charmcaster slam Hex into a wall with a spell.

"That's low, Uncle, even for you." Charmcaster growled as she glared at him, broke his staff over her knee, and walked to the pair. "Hex had me watch the whole thing with him." Charmcaster said with a sigh as she smiled at Ben. "Trick or Treat, Ben?" She asked. Not giving Ben a chance to answer, the silver-haired witch kissed Ben's cheek. Charmcaster fought a laugh as she felt the rage boiling off of Gwen and vanished with Hex in tow.

"Ben, what the hell was that?!" Gwen asked.

Ben held up his hands in surrender before a smirk grew on his wolfish face. "If I fall for her, you'll date Kevin."

Gwen was mortified at the thought. "Ben, you can't be serious…" She trailed off and seemed to be on the verge of tears at Ben's suggestion.

Ben cupped her face in his so that she couldn't look away. "I love you, Dweeb." He told her softly before he kissed her with passion. After he broke the kiss, Ben squeezed her hand and smiled. "Now, let's go get some candy…Beautiful."

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